Liason member on the Board has the right to vote on eveything except money.

[Richard Brown]

I don't think we know enough about the status of this "liaison member" and what the bylaws say about him for us to speak with any authority on whether there was a quorum present. My guess is that there was a quorum, but we don't have enough information to say that with any certainty.  We also don't know what this Memorandum of Understanding says or what legal significance it has.  I think all we can say with any degree of certainty is that if the vote on the motion was 3 to 0, there was a majority vote pursuant to the rules in RONR.  We just don't know enough to address the status of this liaison member and his effect on whether a quorum was present or on whether the motion passed if their rules require something other than a standard majority vote for passage of the motion in question.

Perhaps we can be more helpful if Maggie 906 will provide more information and quote EXACTLY what the bylaws say about the makeup of the board and the status of this liaison member and the quorum requirement.   It would also help to know more about this "Memorandum of Understanding" and what it says about this liaison member and just what its legal significance is.  

There are just a whole bunch of unknowns here.  Too many, in fact, for us to say more than that a vote of 3 to 0 is a majority vote pursuant to RONR.

[Joshua Katz]

3 minutes ago, Richard Brown said:

There are just a whole bunch of unknowns here.  Too many, in fact, for us to say more than that a vote of 3 to 0 is a majority vote pursuant to RONR.

I agree, but I still struggle to see, given what we do know, how the meeting could have lacked a quorum unless the liason member simultaneously counts towards the requirement, and does not count towards those present. What am I missing on that particular question?

[Richard Brown]

25 minutes ago, Joshua Katz said:

I agree, but I still struggle to see, given what we do know, how the meeting could have lacked a quorum unless the liason member simultaneously counts towards the requirement, and does not count towards those present. What am I missing on that particular question?

I don't think you are missing anything.  I agree with you.  I think it highly unlikely that the status of this liaison member had any affect on the quorum for this meeting, but this whole thing is so convoluted that I think there is still a chance, although small, that there is language in a document we haven't seen that would cause this meeting to not have a quorum.  It could  be that although he is considered a board member, he does not count toward the quorum when the board is considering an issue he cannot vote on. If that's the case, although unlikely, that would cause the meeting to have been short of a quorum.  I think there would have to be pretty explicit language in the bylaws or some other controlling governing document for that to be the case.  Unless that language exists somewhere, I think they had a quorum and the motion had a majority vote.